Avengers Assemble
by cornholio4
Summary: In an alternate Marvel universe the original founding Avengers were Captain America, Iron Man, Thor, Spider-Man and Ms Marvel! See how they came together and their adventures! Spidey/Ms Marvel
1. Meeting a Team part 1

**Avengers Assemble**

**Chapter 1: Meeting a Team part 1**

_Welcome to the news network where we will give you the latest news of the war we are in right no. Our great men in the military are out fighting for our freedom and the future for our children!_

_We are fighting to protect ourselves from the evil might of the Axis Powers' military strike force known as HYDRA – led by the so called fuehrer's attack dog the dreaded Red Skull!_

_The Red Skull is determined to destroy the Allies and take over the world for his fuehrer but luckily we Americans have our own secret Weapon: Captain America the Star Spangled Man with a Plan!_

_Right now Captain America leads the charge against the Red Skull and his allies in the Axis, already under Cap's leadership the American Army has already liberated over fifty prison war camps that HYDRA was holding and several Nazi officials have been captured, to be tried for war crimes when their superiors inevitably surrender and we have won the war!_

_You can help the war effort by purchasing war bonds, each bond you buy will allow our soldiers to protect someone you love and help our soldiers win the war!_

_You can rest easy at home knowing your hard worked penny will help Captain America save you from Nazi Soldiers and prevent guys like the Red Skull from winning._

_Good Luck Captain America, wherever you are!_

Inside what was a lounge room a muscular blonde man on a coach turned off the TV. He was wearing jeans and a light blue shirt with a red shield that a silver star on it.

In his mind he was remembering things he heard when he was in a coma: "_Is that...Good god he is alive...someone tell Mr Stark we found the original Super Soldier..._"

A door opened and out came several giggling attractive fit looking women who were half naked and after they exited there walking out was a man in a purple robe with a black hairdo and moustache.

"You are probably not used to seeing that much female skin from where you came from, Steve." Said the main smirking at the blonde man "What were you watching?"

When the man named Steve did not answer the robed man Tony Stark said pointing his head to the ceiling "JARVIS what was Cap just watching?"

"_STEVE ROGERS WAS JUST WATCHING AN AMERICAN PROPAGRANDA NEWS FILM FROM WORLD WAR II, Sir._" Said Tony's artificial intelligence JARVIS.

"Home sick are you Captain or should I say time sick?" Joked Tony while Steve faced his head to Tony.

"You should have left me in the ice Mr Stark." Steve said to Tony who gave a frown.

"What do you mean by that Capsicle?" Tony asked as Steve was looking at a magazine cover which featured a man in a red and yellow metal suit posing with several girls in bikinis and the headline was "**GENIUS IN A METAL SUIT AND LOVER OF WOMEN!**"

"After seeing how much the world has changed in the decades since I was frozen in the ocean." Steve sighed looking depressed "I don't see how this is a world that still needs Captain America!"

"Don't be like that you were the world's first and greatest superhero, the man that changed everything..._The Man my Father never shut up about_..." Tony said trying to cheer Steve up but had a hint of bitterness in his voice as he said the last bit out.

He then showed him a newspaper which had what seemed to be a man in a green sit and purple mask wielding a crowbar fighting a man in a dark blue bodysuit with a silver star on it, a dark blue mask with a white "**A**" on it who was holding a circular shield with a star on it and a man in a red and yellow robotic suit. The heading was "**THE WRECKER APPREHENDED BY IRON MAN...AND WORLD WAR II SUPERHERO?**"

"The people were thrilled when they learnt you were back and by the way you are welcome for the new suit I gave you." Tony said as Steve just sighed.

"IF there is a place for me here I need time finding it Mr Stark." Steve sighed while Tony shook his head and walked off.

*Break*

Triskellion the base of the American anti terrorist organisation Strategic Homeland Intervention, Enforcement and Logistics Divison or SHIELD for short.

In one room a blonde 21 year old woman was lifting weights, she was wearing black globes, a black eye mask, black boots, a red belt and a black outfit that looked like a bathing suit with a yellow lightning bolt on it.

Then entered a brown haired man in a black military uniform. "Carol Danvers I presume?" the man asked and the woman Carol Danvers faced him.

"Captain Emil Blonsky of SHIELD's Hulkbuster Unit?" Carol asked and Blonsky nodded at her.

"You are the one codenamed Ms Marvel? The one who gained powers after being exposed to a ray from that alien SHIELD found?" Blonsky asked and Carol groaned.

"I joined the military because I wanted to help my country and SHIELD told me they wanted me to use the codename as some good PR as a female superhero the Government can use to rally the country!" Carol said before banging her hands against the wall which left dents "I get shouted out by feminists for flying about in a bathing suit (that I hate and it gets cold sometimes) and I have teenagers leering at me and trying to invite me to their houses for 'some fun time' as they call it! Even my jerk of an ex-boyfriend from high school tried to use my fame to his advantage and he was the one who dumped me because he preferred to go out with the head cheerleader!"

Blonsky ignored her and he passed her a file. "Director Gyrich has a mission for you: this vigilante is out in New York at the Moment and you are to capture him and bring him in for detainment!"

The picture in the file was a masked person swinging about in what seemed to be a web. He was wearing a red bodysuit, a light blue sleeveless hooded jacket (with the hood down), a red full face mask except for yellow lenses and a utility belt.

"You want me to capture Spider-Man?" Carol asked her face frowning.

"He is a vigilante who SHIELD wants to capture and convince to work for us." Blonsky said his face stoic.

"But he is a great hero!" Carol protested before giggling for a second "back in my room I even have a poster on my wall!"

"SHIELD is no place for stupid fangirls Danvers!" Blonsky said glaring at the younger girl "you are to bring him in! Director Gyrich wants SHIELD to have their own team of superhumans and he is the next, understood?"

"Understood..." Carol said in an unpleased voice as she exited through the door and Blonsky then walked off.

Blonsky then ran into a black bald headed man in a black uniform and eyepatch. "Anything I can help you with Colonel Fury?" asked Blonsky to Nick Fury a war veteran who was said to be a future director of SHIELD.

"Director Gyrich said the latest bio-enhanced soldier serum is ready for you to test." Fury told Blonsky and he saluted before leaving.

"Oh and Blonsky...good luck in being Gyrich's next guinea pig in his attempts to replace Captain America!" Fury laughed as Blonsky looked raged but otherwise did not respond.

**Spidey's Outfit beside the lenses is the Scarlet Spider costume, Iron Man's costume although it is not noticeable is the Heroic Age armour, Cap's costume is the one from the upcoming Winter Soldier movie and Ms Marvel's costume is the normal suit. Also I was going to use Kamala Khan but I know little about her so I decided against it.**


	2. Meeting a Team part 2

**Avengers Assemble**

**Chapter 2: Meeting a Team part 2**

Inside a bar, several truck drivers were drinking with a long blonde haired man (with a five o clock shadow) who was wearing sleeveless armour and holding a short handled hammer.

On the bar's television there was a moustached man in a red tie and silver suit:

"_As CEO and founder of Daily Bugle Communications I John Jonah Jameson the Second am here to tell you about the brand of superpowered anarchists going around. Tony Stark has been flying about in a metal suit and everyone starts calling him a hero and he is now tagging along with some guy dressed up as a World War II propaganda mascot! There is also that menace Spider-Man and a crazy lunatic claiming to be the Norse God of Thunder Thor who was fighting earlier with the criminal gang known as the Enforcers..._"

The blonde hared man swang his hammer at the television screen destroying it, the hammer returned to his hand as the truckers began cheering but the barman covered his face with his hands.

"Good job on defeating those Enforcer thugs, Thor!" one of the truckers cheered as the one called Thor took another jug of beer from his glass.

"Those criminals were no match for the Son of Odin and his trusted weapon Mjolnir, it has been a blast my past few months here in Midgard." Thor said loudly and cheerfully "and to celebrate that victory I had against the Enforcers let's drink as if Ragnarock was upon us tomorrow and this would be our last day to drink!"

The drivers then cheered loudly as Thor began galloping down on some more beer, "I hope to see you all again when you reach Valhalla, my friends!" waved Thor to the truckers as he left. As soon as he was exiting the bar he came across a black haired man in a suit who was almost as tall as Thor.

"Agent Grant Ward one of the lackeys of SHIELD's tyrant Gyrich." Thor said glaring at the stoic faced agent.

"Director Gyrich does not appreciate you calling him a tyrant." Agent Ward replied "and Mr Odinson, Director Gyrich wants me to tell you he wants you to reconsidering his offer on our Ultimates initiative."

"Tell your overlord that the Son of Odin's answer is still no!" Thor said glaring at Ward "Gyrich believes everyone who is unique should be under his control and this Ultimates thing is just his personal army of superhumans. I understand the Ms Marvel is already a part of it but I have heard you have tried to recruit the Iron Knight known as Tony Stark and he too has rejected your place!"

The look on the agent's face was all the answer that Thor needed, he noticed a fat red man with a long red beard and long red hair. "Be gone Ward for I have seen someone more worthy of my attention than one of Gyrich's lackeys." Thor said approaching the fat man and they started hugging and Ward walked away.

"Volstagg old friend, how has it been?" Thor said to the fat man once they finished their hug.

"Fine since you started adventuring in Midgard, King Odin and Queen Frigga have been worried about you." Volstagg replied speaking to his blonde haired man "and I bring news from your father."

"What, is father trying to get me to come again?" Thor asked and Volstagg shook his head.

"No it is dearer than that..." Volstagg muttered causing Thor to look worried "Heimdall a few days ago was inspecting the prison known as the Room with No Doors and as it turns out your brother Loki has escaped and an illusion of himself was in his place!"

"WHAT?" Thor bellowed out angrily "How long as my brother been free?"

"Since there was an illusion it could have been anytime between a few days ago and his last visit from five years ago." Volstagg responded looking serious as he was shaking his head "your father has already sent the army all over the Nine Realms looking for him and he sent me to warn you to be on your toes!"

"Should Loki show his face here on Midgard I will deal with him myself!" Thor said looked determined as he flew off but not before saying "thanks for the information Volstagg!"

*break*

In Manhattan, New York the superhuman vigilante Spider-Man was on top of a building speaking to someone on a phone. "Sure Aunt May I am just spending the first day of my summer vacation taking a walk around Manhattan, I will see you when you get back from your trip!"

After hanging up Spider-Man put the phone in his belt and said to himself "_okay peter Parker now you have time to deal with this idiot..._"

Peter was referring to the man in a trench coat and yellow ski mask who was terrorising the city with gloves devices that shot electricity. "So you're Herman Schultz a thief who stole an experimental device from Oscorp, time to bring you in Herman!" Peter told the masked man as he jumped down to him.

Herman then snarled as he tried shooting Peter with his device but he avoided thanks to his extra sense he called 'Spider-Sense' that sensed the ongoing danger.

Peter then swang a shot of web from his metal arm web-shooters covering the devices preventing Herman from using it, then from behind he was shot by a glowing blast of energy.

After the police carried Herman away Peter noticed a floating figure with her hands glowing bright yellow was Ms Marvel. "Well if it isn't MS Marvel, come to help me stop Herman have you?" Peter asked seeing the young heroine.

"Actually I am here to bring you in." Carol said to the masked hero "under the authority from SHIELD I ask you accompany me to the Triskellion or I will have to bring you in by force!"

"As much as I would love to be arrested by a hot blonde heroine I will have to decline!" Peter said as he started swinging away.

Carol started to blush but she put it away and looked serious saying to herself "_Focus Carol...you have your orders..._"

Peter began using his spider sense to dodge the blasts of yellow energy Carol was throwing his way.

"Are you sure you are trying to arrest me?" Peter joked dodging another blast "or are you just trying to get me all to yourself?"

Carol was about to furiously run to him and punch the face of the annoying wise-cracking hero (no matter how nice he might be in his costume) when they noticed a shadow going covering them.

They both looked up and were shocked to see a giant floating base.

*Break*

Inside a training room at the Triskellion a red haired man in a green suit and sunglasses was with a brown haired woman in a lab coat watching Blonsky shirtless on a treadmill.

"How is Captain Blonsky handling the bio-enhancement serum Doctor Hansen?" asked the man to Maya Hansen one of SHIELD's top scientists.

"Captain Blonsky's signals are showing well but we will need another couple hours worth of tests to monitor side effects, Director Gyrich." Maya said to Henry Gyrich SHIELD's director.

"The wannabe posing as a god and Stark may have turned us down but they will not matter." Gyrich smirked with a chuckle "We already have Danvers to be put on the Ultimates roster and soon they will be led by Captain Blonsky who will make that has been Stark is housing look like an out of date model and soon Danvers will be recruiting that Spider-Man..."

Then entered Agent Ward who rushed in shouting "Director Gyrich, HYDRA is launching an attack on Manhattan!"

Gyrich looked alarmed and told him "send in the Mandroids and any free agents we have!"

Ward nodded and then left, "Notify me if there are any side-effects to Captain Blonsky." Gyrich told Maya and she nodded and saluted.

*Break*

Inside the floating base on a throne was a spiky black haired man in a dark green business suit and on the back of his jacket was a symbol of the mythological Hydra creature. He was surrounded by several men in black armour with masks.

"Supreme HYDRA Golmen our agents have engaged the superhumans Spider-Man and Ms Marvel!" one of the agents told Gunnar Golmen the current head of HYDRA.

He smirked as he said "have them destroyed and show an example to those who oppose us!"

The man saluted before leaving, Gunnar got up from his throne and he threw his hand into the air shouting "**HEIL HYDRA!**"

The agents then did the same.

**Yeah Thor's costume is a combination of the Ultimate look and the sleeveless look from the Avengers. Also the HYDRA agents have their designs from the Captain America: First Avenger movie.**


	3. A Day Unlike Any Other part 1

**Avengers Assemble**

**Chapter 3: A Day Unlike Any Other part 1**

An alarm was going off in Star Tower- the place where Tony and Steve were. "_Sir HYDRA is attacking Manhattan as of this moment._" JARVIS told Steve and Tony, they both looked alarmed and Steve looked confused as well.

"HYDRA? But Mr Stark you told me the war ended decades ago..." Steve said as Tony activated his armour and put it on.

"_JARVIS give Cap a history lesson on HYDRA while I put on my suit!_" Tony said and Steve listened to JARVIS's explanation:

"_HYDRA was established during World War II as a military and science division of the Nazi Party and were led by the Nazi Party's super soldier and second in command, Johann Schmidt or more infamously known as the Red Skull._

_After World War II ended, SS officer Wolfgang Von Strucker escaped to Argentina where he recruited several escaped Nazis and neo-Nazi groups to re-establish HYDRA to try and re-establish Nazi domination, which he led for twenty years before he was captured and sentenced to life in Prison._

_HYDRA still exists today as a terrorist organisation and it is currently led by Norwegian criminal scientist Gunnar Golmen._"

"There you have it Cap, HYDRA still exists but nothing more than a group of thugs who can only pull off an occasional attack." Tony said walking to the nearest exit "When you have your suit on go to the Quinjet I built for you and I will meet you in Manhattan!"

Steve nodded as he went to change to his new costume that Tony had made for him while muttering "me having to fight HYDRA, maybe some things don't change too much after all!"

*Break*

Thor was floating in the air watching the HYDRA agents attack the city while several SHIELD agents came on the scene along with their armoured squad called the Mandroids which was basically SHIELD's attempt to replicate the Iron Man armour and their designed were purchased from one of Stark Industries' rivals Stane Enterprises.

There was also Spider-Man and Ms Marvel teaming up to fight the HYDRA agents, Thor was noticing that they were putting certain rocks in a certain pattern.

Thor's face turned to look of horror as he realised what formation they were making, "If they succeed it will spell the end of Midgard..." Thor muttered "I must stop this!"

Thor then flew towards the aircraft and bursted through the window, only to get blasted by what seemed to be green fire from a serpent's mouth.

As Thor felt to the ground where the snake stood was instead Gunnar Golmen who was smirking at the falling body of the blonde hammer wielding hero.

*Break*

As they were teaming up to fight the HYDRA agents Peter looked to Carol's direction and asked "so when we are done will you go back to trying to arrest me?"

"That should be the furthest thing from your mind right now!" Carol screamed in irritation as the jet that Tony Stark designed came and dropped of Steve who began fighting the HYDRA soldiers.

Then Tony arrived in his armour and using the repulsor blasts designed din the gloves of his suit, began blasting the HYDRA soldiers with his back to Steve. "See Steve there is Ms Marvel and Spider-Man, two of the heroes that you helped make possible by changing the world!" Tony told Steve noticing the two heroes.

"First Ms Marvel and now Captain America and Iron Man!" Peter thought to himself in excitement "this is the coolest day of my life!"

"Does anyone have a clue what HYDRA is up to?" Steve asked as he used his shield to knock out five HYDRA agents in a row and then both Steve and Carol shrugged.

"No clue Captain America sir..." Peter shrugged avoid blasts from the gun of a HYDRA agent using his Spider Sense "they arrived when Ms Government Kisser tried to arrest me after I stopped some shockhead called Herman, without her head!"

"THIS IS NEITHER THE TIME NOR THE PLACE, WEB-HEAD!" Carol shouted out as she used both hands to swing a broken car to knock out several HYDRA soldiers in a row.

"She has a bit of a temper..." muttered Peter to Tony as they both teamed up to knock out the HYDRA soldiers circling them.

"Reminds me of fifteen of my many ex-girlfriends..." Tony shrugged using his repulsor blasts to knock out HYDRA soldiers like a finger to a set of dominoes.

As the HYDRA goons were slowly stopping in numbers they noticed Thor falling to the ground and landing. "Who is that?" Steve wondered as he got a look at it.

"He is a superhero, claims he is the Norse God of Thunder Thor." Explained Tony to Steve "whether he is right or just a lunatic, no doubt he has got some incredible power."

They noticed the ground started shaking, Thor managed to get up holding Mjolnir and noticing the heroes he said to them "heroes of Midgard I am in deep need of your help for I know what HYDRA is planning...is that you Captain America?"

After Thor got up he then started cheerfully hugging him and said "it has been too long since the last time our paths had crossed together, when your foe the Red Skull tried to steal my father Odin's spear Gungnir when a troll had stolen it and brought it to Midgard!"

Steve's mouth was wide open and then after opening and shutting it for several moments he managed to say "wait what, that was you? My fellow soldiers convinced me that it was a dream I had when I tried to tell them what had happened!"

Tony butted in and said "not to break up this potential reunion but Thor did you say you know what HYDRA is trying to do?"

*Break*

Grant Ward was in the Triskellion and looking over the body of Mar-Vell a silver armoured green skinned alien whose body the government had found unconscious and apparently dying.

He had zapped a young barely out of college soldier called Carol Danvers and had given her powers – leading SHIELD to recruit her as one of their own superheroes. They had the body of the alien handed to their custody. It was their belief they had reawaken him, convince him to work for SHIELD and he could be a perfect candidate for the Ultimates.

Suddenly his body started glowing and radiating dark green and then there was an explosion. Right next to the body at the time was one of SHIELD's college interns, a teenager called Rick Jones.

Mar-Vell's armour began flying off and then started latching themselves onto Rick...

*Break*

Gunnar Golmen smirked as he stood on his throne as he saw on the monitor Thor land on the ground, he had managed to get back to his throne in time for him to witness this.

To his delight the ground of Earth started shaking and that all the rocks his minions had been placing on his orders were in the correct position. His conquest of this planet would soon be complete.

He turned to his first lieutenant Baron Helmut Zero and told him "Baron Zemo I want all of the soldiers we have here in the base to go down and deal with the so called Superheroes, They must not interfere with my plan!"

"Yes Supreme HYDRA Golmen sir!" Baron Zemo said as the soldiers began to get to work. Gunnar smirked to himself:

Soon his daughter will be free to help him take over this world!


	4. A Day Unlike Any Other part 2

**Avengers Assemble**

**Chapter 4: A Day Unlike Any Other part 2**

As the five superheroes were in Manhattan, back in the Triskellion the explosion in the holding room of Mar-Vell was so loud that it was heard by Gyrich who rushed into the room.

"What happened?" Gyrich asked looking at shock of the lab holding what he hoped would be one of the main roster of his Ultimates.

"Director Gyrich the alien Mar-Vell exploded and after examining the body, he appears to be deceased." Ward said as the SHIELD personnel was cleaning up the mess of the place and had placed Mar-Vell's armourless body on a table.

Gyrich then noticed Rock Jones standing there now looking like Mar-Vell and after seeing his boss's confused he explained "this college intern had Mar-Vell's armour grafted to him and he seems to be able to have the same powers as Carol Danvers does."

Gyrich's shocked looked turned into a grin, walking up to the confused Rick Jones he asked "who are you, young man?"

"My name is Rick Jones and I am an intern, hoping to train to become a SHIELD agent." Rick said nervously before the man in charge of America's strike force began shaking his hand vigorously.

"You have now become more of an agent Mr Jones, I am now promoting you." Gyrich said and stopped and then faced Ward telling him "Agent Ward please brief Rick Jones on the Ultimates Initiative and ask him what he thinks of the name – Captain Marvel!"

Grant Ward could only stare in shock as his boss left the room.

Before Thor could answer them they saw that more and more HYDRA soldiers were going down from the aircraft and seemingly floating in the air was Gunnar Golmen smirking as he was holding some sort of a sceptre.

The heroes were looking at Gunnar in disbelief except for Thor who was glaring at Gunnar knowing who he truly was; Gunnar smirked at the heroes as he landed on the ground and saw his minions about to open fire on the heroes.

"Stand down for now!" Gunnar ordered his HYDRA soldiers and then the HYDRA soldiers slowly and relucantly lowered their weapons, the only exception was the HYDRA soldiers who were still fighting the SHIELD agents and the Mandroids.

"Gunnar Golmen!" Tony said recognising the pictures from the newspapers "leader of HYDRA!"

"Indeed I am Stark." Gunnar laughed mockingly at the armoured billionaire "but I am more than that, aren't I Thor?"

"Yes I know who you truly are!" Thor bellowed out angrily as he was pointing Mjolnir at Loki's direction "so reveal what you really look like before I cast the power of Mjolnir on you and force you to reveal yourself!"

"If you insist..." laughed Gunnar before he glowed dark green and the glow disappeared and where Gunnar stood before, now stood a completely different man sporting the same smirk on his face that Gunnar did.

He had long black hair, gold armour and the shoulder pads were serpent shaped and he was wearing a jet black robe with dark green trimming. "Loki my brother!" Thor explained to the amazed looks on the faces of the fellow heroes.

"It has been too long hasn't it Thor?" Loki laughed with the smirk on his face still there "five years since you last visited me in the Room with No Doors, the prison you and our so called father put me in about a hundred years ago, all for a little harmless mischief."

"**HARMLESS MISCHIEF?**" Thor bellowed out in a large volume which startled the heroes "you led an invasion of the Frost Giants to help you try and take Asgard's throne and you almost destroyed the palace when you unleashed the Destroyer!"

"Yes well I have managed to escape five years ago and the idiots back in Asgard didn't notice until just recently!" Loki laughed mockingly "I had after my escape came to Midgard and found Gunnar Golmen who had just days before became the leader of HYDRA, I had killed him and assuming his form, have been running HYDRA to help me in my great plan!"

"I realised what you were planning when I saw the formation of the stones you were having your minion put around Manhattan!" Thor said as the other heroes were not sure if Gunnar was just crazy like Thor or if they really were Norse Gods (though Steve thought he already had his answer since this Thor was the same he had met during the war) "You are planning to create a portal to Hela's dimension!"

Loki laughed out loud again and said "Hela is perhaps the model daughter, she helped me escape from the Room with No Doors and in return I will be able to use the portal so her army can come to Midgard and conquer it for us!"

"We will stop you brother!" Thor exclaimed and Loki signalled for the Hydra Soldiers to start attacking and the heroes began fighting back against the HYDRA goons.

Thor with a swing of Mjolnir knocked out several HYDRA agents at once and Tony commented to him "nice swing goldilocks!"

"I think more fighting and less joking around is what you should do, Howardson!" Thor thundered while glaring at Tony.

While Tony was talking to Thor he pointed his repulsor blast at Steve's aimed SHIELD which knocked out several HYDRA agents in jetpacks.

"Hey if we don't survive this..." Carol told Peter who she turned her head towards as she was blasting HYDRA agents with her blasts of energy "I am sorry that I tried to arrest you. I just have my orders and I don't mind heroes like you around!"

"Apology accepted..." Peter responded as he was tying up several HYDRA agents with his webbing "and you don't have to act like such a government kissing bi..."

Peter did not get the chance to finish what he was saying before Carol walked up to him and then flung his hood up on his head, covering his eyes.

Peter took the hood back up and then used his web to shoot a smudge of web at Carol's mouth before she tore it off and glared furiously at Peter who was smirking beneath his mask.

"Before you two fight eachother unnecessarily, look at this!" Tony told them as the rocks around them began glowing, the HYDRA agents around them began crying in terror and tremendous pain as they kneeled down to the ground.

"ah yes!" Loki chuckled darkly "the reason why I had my HYDRA soldiers come down here besides helping to take you all down, for this ritual to work I needed sacrifices and I did not want Midgard's heroes to be them since I wanted the honour or killing them myself!"

"But sir..." one of the Hydra Agents in pain managed to bellow out "we have...been loyal to...to the cause..."

"HYDRA and its soldiers are no longer any use to me!" Loki shouted shaking his head as he was beginning to float in the air "Now the ritual is almost completed and I have the sacrifices I need I am hereby resigning as Supreme HYDRA...the stupid mortal organisation will be worthless when me and my daughter have enslaved Midgard!"

Unknown to him Helmut Zero was in the HYDRA aircraft and furiously watched this on the monitors. He ordered the HYDRA agents who were outside the circle of the ritual to retreat from fighting SHIELD.

Loki paid no attention to the retreating HYDRA soldiers, they didn't matter anymore anyway.

Steve faced the four fellow heroes and said "listen up I think we need to stop this ritual before it is too late, I have a plan..."

Steve then whispered his plan to the heroes and they then smirked, knowing what they would have to do.

**I have a poll up now to see who you want to see make an appearance at some point.**


	5. A Day Unlike Any Other part 3

**Avengers Assemble**

**Chapter 5: A Day Unlike Any Other part 3**

**For those who might be wondering if the Hulk will show up, dont worry he will make a special appearance sometime! Okay to straighten it out for those who keep asking: no Ms Marvel has not had any experiences with Rogue and I am not even certain yet if the X Men exist in this universe.**

Steve, Carol and Peter then faced Loki ready to fight him to stop his plan, "See if you are ready for this!" Loki laughed out loud as he created several duplicates of himself.

Steve knocked out the duplicates with his shield as Peter and Carol were fighting the duplicates that were coming their way. "You fight on but let's see if you have the will to fight through this!" Loki said as he zapped the three heroes with his sceptres.

Steve then had flashes of the blast he took which was what sent him into the ocean to be frozen into the first place, "_You are needed in the present Steve._" He then thought shaking it off.

Carol had a flashback to her training having to deal with a sexist drill instructor telling her this line of work was no place for a girl, she managed to drop it from her mind and remembered that she got promoted while due to an incident with a general's daughter he got demoted, thus she had the last laugh when he had to now answer to her as her superior officer.

Peter was thinking about a battle he had about two weeks ago:

_At night Peter as Spider-Man was on a bridge looking up at a man on an electronical glider and was wearing a dark green and purple based armour with a goblin like helmet. He was holding a blonde girl in a green cloak who was screaming that she could fall off at any second._

"_Try and save the girl hero!" the adversary laughed as he dropped the screaming girl._

"GWEN NO!" Peter shouted out as he got out of the flashback. Carol went up to him.

"Are you alright?" Carol asked with genuine concern and Peter nodded.

"You really thought you could defeat me?" Loki laughed only to stop and look confused as the three heroes who had his attention were now smirking at him.

"We were distracting you from them!" Peter laughed as he pointed to Thor and Tony who were using blasts to destroy the rocks the HYDRA goons had put there.

Then spell that was being cast had been interrupted and Loki screamed in frustration as the spell was now cancelled out.

Then there was now what seemed to be a ghost of a woman in green cloak and a green mask that had now appeared, "Hela." Thor said recognising the woman.

"Uncle Thor since my dim-witted father could not put up his end of our bargain I am taking him to my dungeons!" Hela stated as the woman disappeared and a black hand pulled a screaming Loki into the ground.

"Maybe quality time with your daughter will help you learn how to behave brother." Thor said shaking his head. Then the civilians began clapping and cheering for the five heroes that saved them.

"Hey maybe we can do this again, if there appears another bad guy that no single hero can stand alone against." Tony said to the heroes that helped him "maybe we could become a team to avenge the wrongs these crooks cause...Avengers if you well, an Earth's Mightiest Heroes sort of thing."

"These heroes have shown me there might be a place for me in the present after all." Steve with a smile "I am in."

"I will be honoured to continuing to have adventures with Midgard's greatest heroes!" Thor said with a smile twirling Mjolnir around.

"As long as my new sidekick joins then I am in." Peter said and Carol glared but nodded as well.

Gyrich was in his office, several superheroes have formed a group called the Avengers and one of his Personal superhero agents (and candidates for the Ultimates) Ms Marvel had joined.

Maybe when asked to she could be their mole inside them, if she refuses they could remind her with her royalties lie.

If she leaves and betrays them for this circus band then maybe they can have Captain Marvel 'neutralise' the rogue agent. Depends on if Danvers makes the right choice or not...


	6. Hobgoblin part 1

**Avengers Assemble**

**Chapter 6: Hobgoblin part 1**

"_This is J. Jonah Jameson with Daily Bugle Communications. Just two days ago, five super-powered anarchist vigilantes stopped an attack by HYDRA, how do we know that they were not responsible and pulled it off just for some glory? Among these anarchists calling themselves 'the Avengers' is that wall-crawling menace known as Spider-Man. What are these so called 'heroes' up to..." _Carol turned off the television, not wanting the news-maker's voice grating on her ears. She sighed as she looked at the black-haired twenty-two year old woman with a distinctly British accent sitting beside her. They where sitting together in the apartment, in completely normal clothes. Carol was wearing a pair of baggy jeans and a grey sweater, while Jessica was sporting a red t-shirt with yellow highlights and blue pants.

"So tell me. How cute is Spider-Man under his mask?" The woman taunted, "or has he not shown you yet Carol?" the woman asked with a playful giggle as she pushed on Carol's shoulder.

"I know nothing about whomever the hooded bug is Jessica." Carol replied to with a hard glare "But I might find out. Given that Stark called us for a meeting at his tower this afternoon," Carol said with a near grunt.

"Come on, lighten up Carol! You're a superhero and you might as well use the perks like possibly hooking up with cute masked heroes." Jessica laughed as she tossed her head back. Carol simply fumed internally, doing her best to not think about how many ways she could shut her friend up.

"I never wanted this Jessica," Carol snapped. "All being Ms Marvel has done for me is get shouted at by feminists, Leered at by creeps and becoming a pin up model for teenagers." Carol ranted, feeling the anger boil up inside as she thought about all the internet pictures, "I joined the military because I wanted to serve my country; I wish I didn't have to do it while wearing some stupid swimsuit. It's not practical for cold weather. It's not bulletproof. And not to mention," she sighed, "it rides up a little."

"If you're not interested in getting to know the guy behind the mask," Jessica said with a slight shrug as she got to her feet. "Maybe you can give Spider-Man my number when you're down there." Jessica said as she sauntered through the apartment door.

_Yeah, he's cute and all...but he's also annoying...unprofessional..._ Carol thought with a sigh as she started changing into her Ms Marvel outfit for her trip to Stark Tower.

XXXX

In the Parker household the late teenage hero Peter was wearing his full Spider-Man Costume (minus the mask) as he was talking on the phone, "Yes Aunt May, I'm all right on my own. And I think I will be okay until you come home from your trip!" Peter said to the person on the other end of his phone "I'm actually going right now to a place where I will be interviewed for a summer job, talk to you later!" Peter then hung up the phone and then put his mask on as he walked up stairs and snuck out the front window and began web slinging. Only after making sure that the coast was clear of any potential Smartphone-wielding bystanders.

_Okay...I need to get to Stark Tower and go to the first 'official' meeting of the Avengers...wasn't that a British spy show that was on the Television at one point?_ Peter thought in his head as he swung through the streets. "I _could_ score with the hot blonde Ms Marvel, if only she had the same sense of humour that Gwen had..." his voice trailed off after dropping thoughts of Gwen out of his mind he then began web slinging to Stark Tower while thinking "well it would be nice to talk to Iron Man and Captain America themselves, I wonder if I could teach Ms Marvel to lighten up, what was her real name again, I am pretty sure it was in the press conference she had with the military...Carrie or something..."

XXX

A boy in his late teens with brown hair was at a desk in his apartment, he was on the phone while checking his emails which greeted him as 'P. Urich.' "I'm all-right Uncle Ben though I don't think you need to call me due to how busy you are at Daily Bugle Communications..." Phil said before he got an email from someone called 'Carl King' and the message was called '**CONTRACT OFFER**'.

"I will talk to you later Uncle Ben." The boy said as he hung up and read the email:

**I know who you are; I am offering you a contract of £50,000.**

The boy then looked to a wardrobe and on top of it was some yellow goblin shaped mask and an orange hood, and then replied to it:

**What is the mission?**

He then waited for the person to reply and a minute later he got it.

**I want you to retrieve a sample of Spider-Man's blood. reply to me when you got it and I will tell you where to send it.**

Phil Urich then chuckled darkly to himself as he typed his response:

**I'm in.**

**I would like to thank Aspiringactor for being my beta, also no Peter is not in his 20s yet but he is still close enough in a age range with Carol.**


	7. Hobgoblin part 2

**Avengers Assemble**

**Chapter 7: Hobgoblin part 2**

_Just calm down, Peter,_ He thought to himself as he swung through the streets, heading for Stark Tower. _No need to work yourself up over something that you can't do anything about, _he thought as he ran along the side of a skyscraper, shocking the people inside. He closed his eyes for the briefest of moments as he remembered the horrible laughter coming from the Green Goblin's twisted face as the image of a blonde woman in a red dress lying motionless filled his mind. There was no blood, but there was also no doubt that she was dead. _I-_ he began to mutter internally, only for his Spider-sense to blare a warning. He leaped to the side, off of the building as a pumpkin-shaped bomb exploded in mind-air.

Even before he saw the orange cape, Peter knew it was the Hobgoblin, a cheap imposter of the Green Goblin, one of his most persistent foes.

Steve Rogers sat in the designated meeting room of Stark Tower, which would be used as a base for the Avengers for the time being. In front of him was a large, oak table with chrome 'A' logo imprinted on the top. To Steve, it seemed like a nice mixture of tradition and originality. To his left, Anthony 'Tony' Stark sat at the head of the table, wearing his business attire, almost like they were at a regular meeting. Steve scoffed slightly at the idea that Tony might be trying to buy his way into being the leader of the team. Although the two of them where friends, Steve trusted field experience more than political and monetary backing. And he felt that Ms Marvel, who sat across the table from Steve.

Admittedly, he had a harder time reading the woman than he did most others. Clearly, she was somewhat annoyed by her outfit, by the way she kept tugging at it. And he wasn't too pleased with it either, because in his mind, it was to revealing for a young woman to wear. He had never imagined in his wildest dreams that exposed legs would be so acceptable, save for in the seediest of Gentlemen's clubs.

"Where is that hooded bug," Ms Marvel huffed with annoyance as she shifted her shoulders slightly, "or that God guy?"

"Give them time," Tony replied with a diplomatic shrug, "they're just trying to impress by being fashionably late." He continued with a slight, nervous smile on his face. "Hey, you want to hear about the Supermodel I dated two months ago? I'll give you a hint, she was-"

"Not really," Steve replied with a curt smile. "Though I do have to ask," he said as he leaned forward. "How many kids do you have? Five? Six?" He said with a warm smile, coupled with a hard glare that expressed his disapproval, which Tony caught.

"_Oh yeah,_ the man with the virtues of the Forties..." Tony muttered under his breath as he shook his head, "have you been with any women Rogers?" Steve didn't bother to reply to the low comment from the Iron Superhero. Instead he let his mind go free, back to a time when the world made more sense.

_In the base of the Strategic Scientific Reserve, Steve was in his full Captain America uniform waiting for orders as that day they were due to liberate a HYDRA concentration camp that they managed to uncover, when approached by a blonde man in a general's uniform, a man who was his superior officer. "General Koenig sir!" Steve said saluting to General Eric Koenig who gestured to the door and out came a redheaded woman in a Russian soldier's uniform._

_General Koenig then explained "Captain Rogers please meet the new member of our little team. Natalia Romanov is an agent of the Russian Government who has been loaned to us, and she was the sole survivor of their attempt at creating a soldier serum. So, basically she's your female Russian Counterpart."_

_"Looking forward to seeing you in action live Captain Rogers." Natalia said with a smile as she and Steve shared a handshake "back in Mother Russia I have seen many of your films so I am very excited to have you as my new comrade."_

"Nice entrance," Tony said, snapping Steve back to reality. He looked around and saw the hooded Hero known as Spider-Man crouched on the window, about to enter. "But, kid, any reason why you didn't use the door-" Tony asked with a shrug. Steve shot a glance sideways, towards Ms Marvel, who was clearly not impressed at all with the arachnid vigilante. They didn't have any time for more, however, as a pumpkin-shaped bomb flew through the open window, and exploded. Steve had just enough time to raise his shield and deflect the blast somewhat. Once the dust settled, his mind sprung into action.

"JARVIS deploy my Armour!" Tony bellowed as Steve leaped over the ruined table, heading for the window. He could clearly see a man riding what reminded Steve of something straight out of a science fiction movie. He had no time for further observation, however, as the figure threw several more grenades. Steve blocked his bomb with his shield as Carol shot out a blast which destroyed the one coming to her before it connected.

"Does anyone know who this figure on the hover-board is?" Steve shouted over the cackling madman.

"His name is the Hobgoblin." Spider-Man clarified, glaring at the figure with the hatred of old enemies. "He's a knockoff of the Original Green Goblin. And wanted for several murders. His hobbies include cackling manically, throwing explosives and using toxic gasses," the hooded vigilante finished as the Hobgoblin replied with a laugh that sent shivers down Steve's spine. Steve watched as the Hobgoblin moved in for a quick strike with a keen sword that he drew from his belt. Spider-Man began to dodge, but was still nicked on the shoulder.

"Get out of my building!" Tony, now dressed in his full Iron man gear roared seconds before blasting the Hobgoblin with a repulsor blast, which seemed to damage the hover-board, and force the Hobgoblin to feint to the side, as he tossed a barrage of grenades, most of which bounced off of the side of the building. Steve wasn't to worried, as they were up high enough that he knew the grenades would explode before they hit the ground. He was also able to remain calm because he could hear the sound of something metal slicing through the air.

A hammer, to be precise, which struck the Hobgoblin in the back of the head. The four Avengers widened their eyes when they saw Thor smiling to them as Mjolnir returned to his hand, "I must apologize, my new Avenger friends," Thor said in an overly courteous tone, "but some of my other Midgardian friends and I were having a peaceful protest against whalers. We won, but I lost track of the time," he said as he strode into the room with a proud grin on his face. Thor's grin changed into a glare as he looked at the Hobgoblin who managed to pick up his sword, "the Son of Odin will show mercy to you this time Hobgoblin..." Thor thundered with a loud voice "be gone and be warned next time you bother friends of the Son of Odin I will not be as merciful!"The Hobgoblin glared back at the Thunder God, as if he was calculating his odds, as he summoned his Glider and went off, "If every meeting will be as exciting as this one was I don't think I will ever be late again!" Thor thundered with a smile and while Steve and Ms Marvel were glared at him, Spider-Man and Tony let out a laugh.

Sometime later, they had all gathered in a second meeting room. Unlike the last one, this room had no table or windows for madmen to fly through, which Carol was thankful for as she watched Captain America, or Steve, as he had insisted everybody call him, wrapped a bandage around Spider-Man's injured arm, despite the vigilante's protesting.

"That should be good," Steve said as he backed away from the wanted vigilante. "Just don't exert yourself."

"Okay," Spider-Man replied with a sarcastic tone. "Next time trouble's brewing, I'll call you, the walking bank, Hammer time and Miss Hits-Me-A-Lot."

"Don't quit your day job," Stark said from where he stood in the corner, with his helmet tucked under his shoulder.

"I'd need one to quit first," Spider-Man shot back.

"Give me your name and I'll see what I can do," Stark said with a hint of a smile.

"Not going to happen," Spider-Man replied, as Carol gave a huff of annoyance. The vigilante had refused to give up his name to any of them. And that got under her skin, because she had learned to not trust people who kept secrets from her.

"Give me your name and I'll give you Ms Marvel's phone number," Stark said. Almost immedietly, Carol shot to attention, giving the Iron Avenger a death-glare as she pounded her fist into her palm.

"You want me to drop you off at the hospital?" Spider-Man quipped towards Stark, who took a step backwards. "Or do you think she'll leave enough of your armour intact for you to fly yourself?" the vigilante said as he leaned back, against the wall. Carol was sure that he was smiling underneath his mask, and she had half a mind to tear it off and get the conversation over with. Unfortunately, Steve beat her to the punch, and revealed a head of brown hair, on a young man's face. _Holy..._ Carol thought with a blink as she recalled his face. He had been two years under her in High school, what she couldn't recall was his name.

"Fine," Spider-Man sighed. "Peter Parker, Nineteen year-old vigilante reporting for duty."

Later in his apartment Phil had put his Hobgoblin gear put away as he begin working on a reply to the guy who hired him earlier, As he was typing his serious face became a dark grin:

**Mission accomplished Mr King.**

On his desk was his powered down sword and dripping off it was blood from when he managed to slightly stab Spider-Man's arm.

**Thanks again to Aspiringactor for betaing my chapter and he did changes to this chapter but I think may have improved it, so kudos to him. I was originally going to make Natalia a KGB agent until I looked it up and discover it was founded after WWII ended.**


End file.
